Lady Octopus
by Orange Lantern Tsume
Summary: (Movieverse AU) What if Mary Jane had become Dr. Octopus? What if she targeted Harry & Otto, and tried to help Spider-Man? What if she loved Peter? (Corrected & reposted; disclaimer). R&R! Ch3 UP!
1. The Accidental Tentacles

Lady Octopus

By Blackheart Syaoran

AUTHOR: I hope this is well received!

Summary: What if Mary Jane had become Doctor Octopus?

Note: In this story you will see a much darker version of Mary Jane than usual, a more humane Otto Octavius, and all the mayhem of _Spider-Man 2_. I hope.

Disclaimer: I own none of the _Spider-Man_ characters.

**Important**: This story is NOT a parody of the movie. It has been corrected and reposted from its original version.

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Chapter 1: The Accidental Tentacles

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Otto wasn't supposed to be "testing" the machinery until the unveiling the next night, but he wanted to make sure everything was in working order. Raymond, the assistant, wouldn't be back until the unveiling, so Otto had the lab to himself, which was just the way he wanted it.

_Better to have him away and safe in case a mistake arises_, Otto thought. His arms were quite capable of handling the task he intended them for, but he also knew that they weren't perfect—and neither was he. If a single mistake was made, it could prove deadly.

Downing the last of a cup of cold coffee and inwardly shuddering at the taste, Otto removed his wife-beater and strapped on his black goggles. He knew it was late at night, and he intended for a good rest, so the sooner everything was done, the better; he needed the rest in order to have full capability at the unveiling.

He went to the arms, clapping them lightly on the spine. "No time like the present to get started, eh?" he asked, and then his expression darkened. He'd just caught himself talking to inanimate objects. _Better not let anyone hear about this, or I'll never live it down_, he thought sagely. Shaking away any last minute uneasiness, he took a deep breath and stretched, preparing to carry out his test.

That was when he heard knocking on the lab door.

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Mary Jane Watson knew she shouldn't be lurking around Dr. Octavius's lab late at night, but she knew that in order to surprise Harry Osborn for his birthday, she had to go to some unexpected lengths. It was almost silly how close together Harry and Peter's birthdays were, and the trio liked to joke that the two were actually brothers, since they acted like two and their birthdays were close to each other.

_Too bad about this rain_, Mary Jane thought sourly. As if prophesied in the Bible, it started pouring the minute Mary Jane set off for the lab. Because she was able to get a cab, she was only totally soaked, instead of drowned. _At least the card's in good shape_. If Harry's birthday card got ruined, she'd have to go to all the trouble of making a new one.

Now, arriving at the good doctor's doorstep, Mary Jane knocked repeatedly. She could hear very faint sounds of movement from inside the doors, and thought she heard the man speaking, but couldn't be sure.

"Hello?" she called. "Dr. Octavius? Are you in there?"

After a moment's silence, she began to wonder if he'd gone home like everyone else probably had. Just as she was considering leaving, though, one of the double doors opened, and she met the man's gaze.

"Can I help you?" he asked, clearly puzzled as to why she was there.

"Yes," she said, breaking into a smile. "I'm Mary Jane Watson."

"I've never heard of you before."

"I know that. I'm a friend of Harry Osborn and Peter Parker's."

Octavius brightened up. "Ah, young Parker. You're very fortunate to know him. He's brilliant. Perhaps he'll become a scientist one day."

Mary Jane laughed. "I don't know about that. He keeps bouncing from job to job."

"Yes, well, what can I do for you, Miss Watson?"

Mary Jane produced the birthday card from her purse. "I was hoping you could sign Harry's birthday card. His big day's in a little while, and I'm not sure how long you'll be in the city. That, and obvious business endorsements, right?"

Octavius smiled. "Yes, quite right. I ought to show at least a little thanks for Harry's backing of my project. Will you be coming to the unveiling tomorrow night?"

She shook her head, smiling. "Sorry, I won't be able to make it. I have to study."

"For what, if I may ask?"

"An upcoming exam in marine biology. They say life started in the ocean, and most of the world is covered in ocean, so what further incentive do you need, right?"

Octavius chuckled. "I know what you mean. Well, come in, my dear lady. You don't need to catch a cold in this weather."

Smiling her thanks, Mary Jane entered the lab, removing her coat and draping it onto an empty chair.

"Do you need a pen?" she asked.

"No, I've got one in case I need to make notes." Octavius raised a leg up from the floor, pressed the card against it, and quickly scribbled, _I hope you don't go broke, sincerely, Dr. Otto Octavius_. He immediately put his leg down, as he had been about to lose his balance, and turned back to Mary Jane. "Here you go."

She took the card. "Thanks. Are those your arms?"

He smiled proudly. "They are indeed."

"What are those black straps?"

Leading her to the creation, Octavius explained, "They are actually the 'harness' I'm going to be wearing. While the metallic spine of the arms is designed to sinks its teeth into my own spine, which provides more than enough support for the arms, a harness gives a little comfort, I feel. That's why it's designed from the same material as many sports harnesses."

Mary Jane nodded. "If you're going to look like a tool, might as well feel comfortable, right?"

Octavius chuckled. "I assure you, Miss Watson, that I will be no tool."

"No, but you will be Mr. Handy."

He laughed heartily at that. "Perhaps."

"What were you doing here tonight, Dr. Octavius?"

"Please, call me Otto. 'Dr. Octavius' makes you sound like you're either being more formal than necessary or kissing up. As to what I was doing, I was going to give the arms a brief test try, in order to make sure that no mistakes arise." He grinned. "I told young Peter Parker I was totally certain nothing would go wrong, and I intend to deliver on that belief."

"I'm glad to hear that." Mary Jane indicated the arms. "Do they fit anyone, or is it customized?"

Octavius shook his head. "I took into account the possibility that, if I do indeed influence others to this kind of extra-hand thinking, then they would need every detail. The harness is basically a vest with Velcro straps to adjust the size, so anyone fit enough can wear it."

"Like myself?"

"Indeed, though I shudder at the thought of you with those arms."

Mary Jane gasped, looking offended, but in a good-natured way. "Doctor! I'm not a bull in a china shop!"

He chuckled at her mock indignation. "I know, I know, I'm only playing with you. If it makes you feel better, I'll let you try them on."

Mary Jane stared at him. "You're joking, right?"

Octavius shook his head. "No. As long as you don't start up any of the machinery, everything should go fine."

Mary Jane couldn't believe what she was hearing. "But isn't it dangerous to let someone like me use these things? I don't know how they work."

"It's simple, actually. All you have to do is think, and the arms respond. You need to keep your thoughts clean, though, so the arms don't start killing people or anything."

"Would they do that?"

"Possibly. I built in an inhibitor chip into the top of the arms' spine. It helps you maintain control, instead of the arms taking over. As long as you don't focus on doing anything evil, nothing bad should happen. I've used the arms a few times before now, during development, and so has my wife, and nothing ever happened."

Mary Jane was visibly relieved. "Glad to hear that. I don't think anyone would appreciate me going about and destroying New York."

Octavius laughed. "I have to agree with that."

Moments later, the doctor helped her onto the small platform and then as she slipped on the harness, he assisted with the straps. For a lithe young woman, the arms, spine, and harness fit rather snugly.

"And just so you know, Doctor," Mary Jane informed him, "I'm not affected by your being shirtless."

"My wife will be all too pleased to hear that, Miss Watson."

As she leaned back into the harness, the spine came to life, inserting its needles into Mary Jane's spine as it made itself her second one. She gasped softly, though more from the feel of the cold metal in and on her back than from any pain.

"You'll be interested to know that the metallic spine actually mirrors a real one in that it goes the whole length down," Octavius told the young woman.

"Is that you had me put on this backless shirt?" she asked. "So that the metallic spine could insert itself on top of my entire real one?"

"Exactly. Goes right down to your crack." After they both blushed, he continued, "The arms, as you might have noticed, are positioned almost directly on the metallic spine."

"Does that affect their efficiency?"

"Not at all. I designed them like that instead of wasting necessary harness space. They work perfectly fine as to the spine as they are." He pressed a switch, and the arms' ends were no longer clamped into their holders. "You should be able to manipulate the arms by will now."

As if on cue, the arms came to life, snaking through the air in a hypnotically menacing way. Mary Jane gasped, though inwardly fascinated. She could feel the arms responding to each mental command she made.

"How does it feel?" Octavius asked. "Not too heavy, I hope?"

"No," she said, her voice wavering slightly as she continued keeping in control. "It's actually rather easy to carry."

"I'm surprised to hear that. My wife had some difficulty when she wore the arms."

"Is she bigger than me?"

"She has enough meat on her to keep me happy." Mary Jane laughed, but was drowned out by a sudden crack of thunder. "The storm's getting worse. We should call it a night."

Octavius shook his head. "And I was hoping to making sure no problems would happen. I suppose I'll have to try it early tomorrow, in case we have to cancel the unveiling."

Mary Jane nodded and stepped back so that the arms and harness would go back to their previous position, but as she did so, the storm unleashed a lightning bolt that hit an outside rod. The energy surge, traveling through the rod and into the electricity circuits in the walls before tearing through the plugged-in machine Octavius had built. The machine, with the tritium already loaded for the test, fired up at once, and, almost expectedly, overloaded. Veritable fireballs were sent flying everywhere, and as fate would have it, one fireball slammed directly into Mary Jane's back.

She cried out, pitching forward off the platform even as the surge forced the machine to explode. Octavius was knocked to the floor, stunned. As he recovered, he saw Mary Jane lying unconscious only a few yards from himself. Struggling, he forced himself to his feet and then to his desk, where he pulled out a cell phone and dialed 911.

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**_Mother? _**

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**_Can you hear us? _**

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**_Don't let them hurt us. We'll do anything you want. We'll help you. We are you. _**

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**_Mother? Are you there?_**

Outside of the operating room that Mary Jane was unconscious in, a team of doctors was consulting a high-tech, hypothesized representation of Mary Jane's injuries. Dr. Isaacs, the man in charge, indicated the model as he continued explaining the situation.

"With the harness our girl's wearing being made of material we can cut through, our only real problem is from this metallic spine. The molten metal has penetrated the spinal cavity, which has resulted in fusing of the vertebrae at multiple points, as I noted a moment ago, so this girl, in essence, now has two spines." He informed them of what kind of spinal surgery might need to happen, and then the nurse called them in.

"Who is she?" Doctor Chu asked.

"Some colleague of Otto Octavius's. The call from him was a bit frantic, but the operator managed to snag the name of Mary Jane Watson. Wonder what this will do to her love life?" Isaacs then pulled back the sheet, grabbed an oscillating saw, and turned it on. It only took a few moments for him to completely cut away the harness, leaving the metallic spine and tentacles untouched.

The tentacles twitched oh-so slightly.

**_Mother… _**

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**_The saw's coming for us, to destroy us. Save us. Help us save ourselves, and we can save you. We won't leave you. We won't die or disobey. We'll be good children. _**

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**_Hear us, Mother. We love you. _**

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**_Unleash us upon the world_… **

Somewhere deep inside Mary Jane Watson's cerebral cortex, she understood the saw, understood intuitively what it meant.

And they were pleading.

She didn't know who they were, couldn't fully comprehend. Her children…yes, but she and Peter, they hadn't had children, but…but maybe they had. It was so very confusing to her.

**_Don't let the bad man hurt us_**_… _

_No bad men…I won't let him hurt you, babies. _

**_Can we stop the bad men? _**

_Yes. Stop them. Make Mommy proud_.

Just as Isaacs was bringing the saw down to within a centimeter of the lower right armature, he noticed something reflecting itself in Chu's face shield.

"What in the name of…?" he muttered, turning to see better. His eyes went wide as he saw one of the metal arms had risen up and was writhing about.

Then it spotted him, and snapped itself open. Isaacs opened his mouth, but the tentacle speared forward and snatched him off the floor. He was then tossed through the observation window and into an adjacent room.

The remaining doctors were easily dispatched by the four tentacles, which had now come to life. Screams were cut short as the arms made quick work of their targets.

**_Wake up, Mother! Wake up and get away from this place!_**

Mary Jane groaned while she tried to sit up. She felt as though she wasn't in control of her body anymore. She'd heard a few things about strokes, and wondered if perhaps she'd suffered from one herself. Her memories were a barely discernible blurred hazed, filled with lights, stormy weather, terror, and Peter…

_Where is he? Where's Peter? _

**_Don't think of him, Mother. You'll only get sad. You're weak. Let us help you_**_. _

_Yes. Thank you. I'd appreciate that_…

It took a few moments for Mary Jane to find she was having an entire conversation in her head. She had always wondered if psychotics started out this way. Then she realized someone was helping her up—but it wasn't someone, it was some_thing_. Cold, metallic, gripping her firmly as it helped her move upright. She didn't know why or how, but it felt familiar.

When she realized she couldn't see, her first thought was that she was blind. Grabbing at her face, she felt gauze, and immediately removed it. Her vision was hazy, but she could tell she was in some kind of operating room. Even though the lighting wasn't too bright, it practically blinded her.

**_We'll help you, Mother. _**

_What the hell? Who is that?_

A pitch-black darkness filled her vision, and she reached up to find a pair of sunglasses on her face.

She gasped.

One of the tentacles had done that for her.

One of the tentacles…

…had done that…

…for her.

She gasped, feeling her stomach go uneasy, and then picked up on the smell. Dead bodies strewn all around, some practically torn open.

And they had died because of her.

**_Were we good, Mother?_** One of the tentacles clicked its pincers, awaiting her answer.

The doctors were dead by her hands.

**_Not you. Us. We did it to save you!_**

Gasping in horror, Mary Jane sank to her knees. The tentacles, although they didn't fully comprehend what was going on, imitated the motion.

Knowing she had to leave, she stumbled to her feet, the tentacles steadying her. Then she was across the room, an effortless lift for the tentacles thanks to the metallic spine now fused to her normal one. As she moved about, the tentacles' pincers dug into the floor, cracking the tiles.

Mary Jane easily found a stairwell, and rapidly descended with the tentacles' help. Outside the hospital, lightning was flashing overhead and rain clouds filled the dark sky, but she barely registered that.

Her mind was too addled to understand that she was currently standing in the middle of the street, even as a vehicle bore down on her. Brakes squealed, and the tentacles, reacting to Mary Jane's fight-or-flight choice of fight, lashed out, easily dispatching the threat.

**_We just protected you, Mother. You would have been dead, but we protected you_**.

_Yes_, Mary Jane thought, staring at the tentacles. _You did._

Across the street was a clothing store, with a mannequin wearing a long, dark green coat. Upon reaching the store, the tentacles smashed the window. Knowing Mary Jane's feet were both bare and vulnerable to glass, the arms opted to snatch the mannequin's clothes without entering the store.

Moment later, Mary Jane was reasonably dressed and moving away from the area with astonishing speed. She didn't stop running—or rather, crawling—until she had reached a riverfront pier, and ducked into one of the numerous abandoned pier houses.

It was filthy inside the pier house, with all manner of debris here and there. Mary Jane found a corner that seemed relatively clean and empty, and huddled into it as best she could, her tentacles taking up what could be perceived as guard positions, glancing about as though on the lookout for danger to their wearer.

"It's dead," the red-haired young woman said in a choked voice as tears welled up in her eyes. "My life is dead…Peter will never go near me again…"

**_Stop crying, Mother. It isn't your fault_**.

"Not my fault?" Mary Jane sobbed. "I'm the one with—with you tentacles! It's _all_ my fault!"

**_That's not true, Mother_**, the voice in her head told her, and she realized that it was actually four voices, once for each tentacle. They spoke musically hypnotic tones that were also harmonious little girls' voices. The reason for that was because, in Mary Jane's reasoning, all young women who dreamed of one day being mothers imagined themselves mothering beautiful daughters. **_It's all Harry's fault_**.

Mary Jane was confused. "Harry? How can it be his fault?"

**_He wants to destroy Spider-Man. He hates Spider-Man so much that he'll do anything to see him dead. Isn't it obvious from there? Harry's company hired Dr. Octavius to start an anti-Spider-Man project, which involved us, your children. Octavius created us, and Harry scheduled everything for tonight, knowing that you would think it sweet to have the doctor sign his birthday card. Harry was banking on the chance that you would blame Spider-Man for your problems. _**

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**_They plotted against you. Robbed you of your humanity! With our fusion, the world will think you a freak. You would lash out, and in doing so, attract Spider-Man's attention. You will blame him for interfering with your getting justice for what was done to you, and when you destroyed Spider-Man, Harry would be laughing all the way to the bank!_**

"No!" Mary Jane shrieked, horrified at what she was hearing. "It's not true! Harry wouldn't do such a thing to me! He's nothing like that!"

**_People change, Mother. He was your friend, but his hatred has consumed him. He won't let anything—or anyone—stand in his way. Not even you_**.

"No," Mary Jane sobbed, weaker this time.

Yes! He and Octavius took everything from you! The world will see you as a sweet girl who became nothing but a monster, and when you are hated and feared, you would attempt to destroy them! It is Harry and Octavius's perfect plan! They were against you from the beginning! You have to reveal them to the world! Show them for what they are!

"I," Mary Jane began, and paused. Everything was making sense now. She realized the tentacles were right: Harry had the power and resources and motive to set everything up against her. "You're right. Harry did this to me, all because of his worthless hatred. He turned me into a tentacle-wielding monstrosity to use in his sick war. He's worse than Jonah Jameson!"

**_You know what to do, Mother. You have to fix things_**.

"Yes," Mary Jane said, feeling stronger and more determined by the moment. She stood up, righteous fury coursing through her. "I have to show everyone that Harry Osborn is a sick, demented sociopath, concerned only for his revenge." She looked around the interior of the building. "We can start here. Digging up evidence to reveal Harry's crimes against us…and against Spider-Man." Her eyes took on a longing look. "And against Peter. If it weren't for Harry, Peter wouldn't have to deal with me looking like this! Like a freak!"

A tentacle lashed out, smashing a wooden beam. Mary Jane paid it little heed, though, as plans for justice began formulating in her mind.

"Nothing will stand in our way," she whispered softly. "And when we're finished, everything will be perfect for Peter and I."

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AUTHOR: Not too shabby, I hope.

I'm sure you all noticed that I changed the design of the harness. I did it so it would be more practical for mass production, and so it would fit Mary Jane.

Don't fret, in case you are wondering when the _Bugle_ will announce Mary Jane Watson as Doctor Octopus. In the next chapter, no less.

READ N REVIEW!


	2. Legwork

Lady Octopus

By Blackheart Syaoran

AUTHOR: Thanks for reviewing and sorry for the wait, but college has started and I have more work hours!

TO Lieutenant Lindsey: It's a kind of shirt, like a tank-top.

TO Pirate Goddess: Love the name, and the "hotness" line was good for a laugh.

TO MC7: Why, thank you very much.

TO darkness: I'll think about it.

TO potters brat: Dude, I haven't finished this story and you already want a sequel? What gives?

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Chapter 2: Legwork

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The first thing that Peter Parker became aware of was the incessant ringing. At first, he attributed it to the trains that rolled by not far from his crummy apartment, but then he found that trains didn't roll past one's apartment for several minutes on end, with pauses added in.

Groggily, he raised his arm from the tangled mess of bed sheets and grabbed the phone from its receiver, putting it to his ear and weakly saying, "Hello?"

"Peter, oh thank heavens!"

The trembling, older woman's voice caused Peter to snap awake instantly. "Aunt May? What's wrong?"

"Peter, I just got off the phone with Harry. He would have called you himself, but he couldn't find the number for your apartment, and he said his PR team needed to speak with him, so he asked me to tell you."

"Tell me what, Aunt May?"

He heard her take a deep breath before saying, "It's Mary Jane. She's been in some kind of horrible accident. I don't know what's happened to her."

Time seemed to freeze for Peter. He knew that life wasn't perfect, that bad things happened to good people, but he honestly, naively, didn't expect this to happen to him by way of a person like Mary Jane.

Drawing in a breath, he asked, "When did this happen?"

"Last night, Harry said. It was at some doctor's laboratory, somebody who works for Harry's company."

"Last night?" Peter repeated, and looked out the window. His heart sank as he realized that if MJ's accident had caused her critical, even fatal, injuries, she could be dead by now. "Do you know where Mary Jane is now?"

"No, I'm sorry, Peter, I don't know. Something happened at the hospital she was taken to. I saw it first thing on the news."

It hadn't seemed possible, but the young man's heart dropped even farther. "Oh God," was all he could say.

"Peter, do you hear that?"

"What?" He listened, and heard a beeping noise in the phone.

"I think you have another call, Peter," Aunt May said. "I'll talk to you later. Your call might be important."

"Should I call you?"

"No, dear, we can talk later, at the bank."

Peter nodded. "Right. I'll see you then, Aunt May." After she said goodbye, Peter took the still-ringing call. "Hello?"

"Peter, thank God, where are you?"

"Robbie?" Peter asked. Oh Lord, if the _Bugle_ got wind of Mary Jane's situation…

"Yeah, it's me. Listen, you need to get down here immediately. Jonah's been asking every two minutes, and I'm running out of excuses."

"Yeah, I'll be there," the freelancer replied. "What's with Mr. Jameson now?"

"You wouldn't believe me if I told you," the man said, and hung up.

Sighing, Peter shook his head sharply to get rid off the remaining lethargy, and began dressing.

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"God, I love the smell of sales!" J. Jonah Jameson said as he looked out his office window. Taking another drag on his cigar, he turned to Robbie Robertson. "What's the word on Parker? Is he here yet?"

Robbie shrugged. "Might be on his way. I got off the phone with him a minute ago—"

"And?" Jameson demanded. "Where was he?"

"In his apartment."

"Doesn't that boy realize being part of the _Bugle_ is a full-time occupation?"

"Technically, Jonah, he isn't on-staff."

"Huh? Oh, yeah, right. Good thing, too, or I'd have fired him for being late."

There was a loud crash, as though the _Daily Bugle_ had just become a comedy movie set, and Peter Parker all but flew through the doorway into a chair in Jameson's office.

After several enormous breaths of air, he wheezed out, "Sorry, Mr. Jameson. My aunt...she…"

Jameson waved a hand dismissively. "Never mind that, Parker, I got something that's right up your alley."

The boy blinked. "You do?"

Crunching his cigar, Jameson pointed out his office window. "Right out there, Parker, is where our next big story just surfaced! The whole city is talking about it, my boy! If we're lucky, there won't be mere rumors or gossip, but panic, Parker, panic in the streets! Here in New York!"

"I'm…afraid I don't quite follow you, Mr. Jameson," Peter said.

Jameson was too overcome with exhilaration to be bothered by this. "I'm talking about the next major criminal attack this city has seen since that Goblin fruit appeared!"

Peter shifted in his chair. He didn't like the idea of another supervillain emerging, especially at a time when something bad had happened to Mary Jane.

The thought of his secret crush turned the boy's mood from content to near-miserable. He'd come too close to losing Mary Jane once before, and he had no desire to let it happen again.

"Robbie, get a copyright on those names Hoffman suggested! I want a quarter every time someone scrawls her name on a piece of paper!" Jameson barked, snapping the young man out of his reverie.

Peter was more surprised than before. He had expected the villain to be a man, like the Green Goblin had been. If this one was a woman, things could get very weird. True, he'd fought female criminals, but they had all been run-of-the-mill crooks. A supervillainess wasn't something he was used to. "What names, Mr. Jameson?"

The old man actually started to cackle as he turned back to the window, pausing in front of it to take a good long look. "The names—well, name and nickname—of the latest threat to the fine city of New York, my boy." Turning back to the photographer, he put his hands on his desk and leaned forward. "Dr. Mary Jane Watson. Alias Dr. Octopus. Alias Doc Ock."

Peter stared at Jameson, completely floored by the man's words. He could not, in the least, believe that Jameson had actually said those words. And he wouldn't believe that one of his best friends had suddenly and inexplicably become a menace to the city. Jameson was known to slanting things so that an innocent victim looked like a demented psychopath.

_Did something that bad happen to MJ?_ Peter wondered, sincerely hoping the opposite was true.

The _Bugle_'s chief slave driver, however, took no notice of the young man's incredulity. He immediately started talking again, this time with more fervor than before. Obviously, bad news meant good sales in Jameson World.

"We're going to need pictures, and plenty of them! That's part of why you're here, Parker: I want you to go hunt down this lunatic and get a photo of her! Try to get one where she and Spider-Man are together! Yes, sir, _that_ would seal things perfectly! I wouldn't put it past that wall-crawling menace to turn a young woman who may have grown to become some child's medical hero into a twisted threat to society."

Finding his voice again, Peter said, "Mr. Jameson, I think that—"

"Of course, Parker!" Jameson cut him off. "Why didn't I think of that sooner? I mean, what are the odds we'd have _two_ eight-legged freaks in the city? I can put that into my article!" He held up his hands up he envisioned the paper. " 'Wall-Crawlers Infest City! Spider-Man and Doc Ock: Twin Terrors!' Good thinking, Parker."

He abruptly pulled a paper from his desk and shoved it into Peter's hands. "Something more immediate to take care of, though. I want you to cover a party."

Peter blinked at him. "A party? What about the society article photographer?"

"Hit by a polo ball, so you're going to have to do. Besides, if you can snag shots of the Spider-Freak, you can take pictures of a bunch of yuppies in penguin suits."

"What kind of part is this?"

Jameson smiled enormously, practically splitting his head open. "A party held in honor of a figure the American public can proudly call its hero: My son, the astronaut. The paper has the time and place. Miss this, Parker, and I'll hang you out to dry."

"Uh, Mr. Jameson, could you pay me in advance?" It was extremely difficult for Peter to ask something like that. First, he knew that Jameson would probably say no (after laughing his head off). Second, and more importantly, he barely had the strength to keep from fainting after hearing about Mary Jane. Either fainting, or coating Jameson's office in his breakfast via projectile vomiting.

Jameson stared at Peter for a moment, and then burst into laughter. "You kidding, Parker? All you've done so far is stand around! I don't give handouts!" As Peter moved towards the door, he called, "Get a nice one of Ock in her panties, and we'll talk!"

Peter hesitated, and then slammed the door shut.

Sitting behind his desk, chuckling, Jameson found himself quite proud of the fact that not only had the _Bugle_ managed to get a picture of Julia Roberts in a thong, but it would undoubtedly get a snapshot of Watson in one next.

God, the sales on that would probably cause a reprinting! He could already smell the profits.

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_God, how can I work for that man?_ Peter wondered as he made his way to Aunt May's. Not having the strength to drive, he had walked, which had given him time to think. _How could something like this happen to somebody as wonderful as MJ? How is that fair?_

His mood started to darken. _Did I get all this power, all this responsibility, just to lose the people I should never have to lose? Sacrificing for the greater good is necessary, but does it mean I have to sacrifice what no man should?_ His breathing became strained. _People aren't given families and friends just so they can see those people taken away from them_. Unbidden, the memory of Uncle Ben dying on the sidewalk flashed before his eyes, and he felt those same eyes start to water. _I made a mistake. Why do other people have to keep paying for it?_

"Peter?" Aunt May asked as she exited her house, causing him to realize he had arrived at his destination. "Oh, I thought you'd never get here."

Taking a deep breath, Peter said, "I walked. I needed to work some problems out in my head, and I…"

She patted him on the shoulder as she came over to him. "It's all right, dear. I know you feel bad about Mary Jane, but you have to trust that things will work out."

"Work out?" Peter asked. "How? From what Mr. Jameson said—"

"Oh, hush about that old crackpot!" Aunt May said as she led her nephew to the car. "I've read that man's editorial rants enough to know that his head is on tight enough to kill a whale. He doesn't know what he's saying." She looked Peter in the eye. "You should never trust the judgment of someone else when it comes to judging people, Peter. That is why I will never believe that Mary Jane has become something she is not."

After a pause, Peter said, "You're right, Aunt May. I just…I just can't process this very well. That Green Goblin was one thing, but this…"

"I know, Peter. I know that we can worry ourselves to death about the people we love, but you must understand that, no matter what happens, people choose to be good or bad. Mary Jane chose a long time ago, and I don't believe she chose bad."

For the first time that day, Peter found himself feeling a little better.

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The meeting with Mr. Jacks, vice president of the First National Bank, located on Madison Avenue, was not going very well.

Peter had tried to keep things easy enough for Aunt May to get what she needed, but his mind kept trying to go back to Mary Jane. He knew the only way to (temporarily) sate his curiosity would be to go swinging around town first chance he got. That, however, did not mean he would find the answers he was looking for.

_I need to talk to somebody who knows what's going on_, he decided. He then realized that Harry was the perfect candidate: He had apparently been the first to hear about the accident, and his company probably had strings they could pull for information. Already, Peter could feel himself starting to relax as he marveled at his choice.

Still, there was that tingling sensation…

_Oh, no!_ Peter thought, eyes widening. His spider-sense was alerting him, and time slowed, the world opening up to his eyes. He could see everyone, everything, including whether or not they proposed a threat to him. His spider-sense bounced from person to person, finally resting upon a slender figure in a trench coat with a hat and dark glasses.

_No_, Peter thought despondently as he almost rose from his chair. He succeeded in not doing so, because he would have attracted Aunt May's attention, and he didn't like the idea of her seeing Mary Jane as she currently was.

She blew her cover herself, however, as four mechanical tentacles punched their way out of the back of her coat. Striking, they swiftly knocked out all but one security guard, pulling the man in close.

"Where's your employer?" Mary Jane asked. "The bank president? Where is he?"

"I—I don't know!" the guard choked out. "The vice president is right over there, with the old lady and the kid!"

"Thank you," Mary Jane said pleasantly before throwing the man aside. She turned and spotted the vice president easily enough, but contrary to the guard's words, there were no guests. _Must have fled_, Mary Jane mentally reasoned. Pushing the irrelevant fact aside, she strode to the man's desk, where he sat stupefied, watching her tentacles snake through the air. "Mr. Jacks, I presume?" she asked, reading his name off the plaque sitting on his desk.

"Uh, I…uh," Jacks said, still mesmerized with fear by her tentacles.

Mary Jane sighed. She really didn't have time for the moron to be staring at his "appendages."

Reacting, the tentacles grabbed hold of the vice president's desk and lifted it clear off the floor. Jacks gaped at the feat, and Mary Jane took advantage of the opening.

"I'd like to discuss Harry Osborn's shady money dealings with you, Mr. Jacks."

Without warning, a white substance latched onto the back of Jacks' coat, and pulled him clear from underneath the desk.

"Sorry, but you have to make an appointment to see the bank president or his toadies," a cheerful voice admonished.

"Hey!" Jacks called indignantly. "I am _not_ a toady!"

Spider-Man, clad in his red-and-blue costume, swung onto a pillar, looking down at Mary Jane with his large white lenses. He didn't move from there, apparently set on discerning the young woman's intentions.

For her part, Mary Jane discarded the desk. It soared through the air for a short distance before crashing into the row of tellers' windows, shattering. Jacks yelped and took off, apparently no longer interested in defending his honor. Neither superhuman paid attention to the man's flight. Spider-Man continuously eyed Mary Jane from within his red-and-blue costume, and she watched him from behind dark sunglasses. Her attire consisted of the long, dark green coat she had taken the night before; maroon jeans and matching vest; an undershirt; and boots, since shoes were impractical. A ponytail completed her look. She wasn't about to avenge herself while wearing a hospital gown and looking like an escaped nutjob.

"I'd ask if you're making a withdrawal, but you aren't by the vault," Spider-Man called down from his post.

Mary Jane ignored the comment. "Finally," she said, "someone who is actually capable of helping me."

Underneath his mask, Spider-Man was taken aback. "Uh, care to explain that? I generally don't help robbers."

"I'm not robbing the bank," Mary Jane said. "I'm exposing evil."

Now Spider-Man was even more confused. "I have no clue what you mean."

Mary Jane sighed. Apparently, her plan was going to be tougher to implement than she had thought. Using her lower tentacles, she pushed herself up from the floor, craning to get a better view of the wall-crawler.

"Could you not do that?" Spider-Man asked. "I don't want you to freak out and kill me."

To his great surprise, the young woman actually laughed. "I'm not here to kill anyone, Spider-Man; I'm just looking for evidence to expose a charlatan and exonerate myself."

"May I ask what charlatan?"

Though she'd been sporting a sort of happy expression a moment ago, Mary Jane's face immediately darkened at his question.

"Harry Osborn," she spat, her free tentacles lashing through the air.

Under the mask, Peter didn't like the way things were going. Seeing that Mary Jane was alive was good, but seeing her as a (kind of) antiheroine wasn't good. She seemed angry at Harry, though Peter couldn't fathom why, and the thought of the rich young man seemed to antagonize her further; Peter supposed whatever happened to Mary Jane had mentally unbalanced her.

"Look, Miss Watson, I know this is asking a lot of you at the moment, but could you step outside and surrender peacefully? Nobody wants to get hurt here."

_Man, that sounded so lame_, Peter thought, watching Mary Jane. The girl seemed to hear none of what he had said, looking at the floor as her tentacles swayed about.

Abruptly, she snapped her head up, looking directly into his white lenses. "Can't stay here," she said quickly, "have to save Peter."

Spider-Man had considered Mary Jane to be unbalanced before, but the line about saving his alter-ego clinched it: She seriously needed help.

As Mary Jane turned and was carried towards the bank entrance, Spider-Man loosed a web-blast that caught onto her upper-left tentacle. She halted, turning her head to glare at him behind her dark sunglasses.

"You need help," the hero said.

"I need _to_ help," she corrected shortly.

Before his spider-sense could warn him, the tagged tentacle whipped forward. Spider-Man was sent hurtling towards the bank's front window. Reacting purely on instinct, the web-head unleashed two web-blasts. The first caught onto a ceiling corner and halted his approach towards the window, while the second blast latched onto Mary Jane's vest and yanked her forward.

As Spider-Man made contact with the bank floor, Mary Jane went crashing headfirst through the front window. Because she had been rolling forward as she was airborne, she was upside down as her back made contact with the side of a parked taxi. The impact—and her tentacles' bases—ruined the taxi's doors. Mary Jane dropped onto the sidewalk, slightly dazed from the collision, but otherwise rather fine. On hands and knees, she shook her head to clear away the dizziness, and then rose to one knee, still regaining her strength.

Inside the bank, Spider-Man couldn't believe what he had done.

_If MJ ever finds out it's me beneath this mask, Aunt May will have another funeral on her hands_, he thought grimly before standing up and catching site of the recovering "Doctor Octopus."

Hoping to diffuse the situation before any bystanders got hurt, Spider-Man rushed towards the window. Mary Jane set her jaw and used her tentacles to reach back, grip the taxi, and swing it overhead at her opponent.

Spider-Man barely had time to duck as the vehicle flew through the ruined window, and then exited via the portal himself. He landed on the hood of a second parked taxi, which was parked in the slot behind the one Mary Jane had tossed.

Reacting with incredible speed, Mary Jane's tentacles grabbed the front bumper of the parked taxi on the underside and jerked it forward. Even though Spider-Man had jumped backwards onto the car's roof to avoid the tentacles, he felt as though the proverbial rug had been yanked out from under him, and was sent sprawling on the roof.

Not wasting a moment, Mary Jane leapt onto the roof, towering over him.

"I don't want to fight you," she said in a low voice.

"I can tell," Spider-Man said, not without sarcasm.

He suddenly launched himself up, catching her off-guard with a punch that carried her into the rear windshield of a third parked car. As she lay there, momentarily stunned, a boy bystander said to his girlfriend, "Dude, Spider-Man just decked that chick!"

_Great_, Peter thought irritably, _now Jameson's got ammo for any sexist-Spider-Man ideas dancing around in his head_.

Mary Jane, however, recovered almost immediately. She launched herself into the air via her tentacles, and came at him from above, like some kind of attack helicopter shaped like a woman—with tentacles, of course.

Dodging, Spider-Man leapt onto the bank's exterior, a good twenty feet from the ground. Obviously not willing to drop the matter, Mary Jane followed, her tentacles digging into the stone composing the building's front.

_Crud_, he thought. Even armed with his formidable spider-sense, it took every ounce of speed he had to dodge Mary Jane's tentacles, which struck at him like bloodthirsty serpents.

The battle steadily moved farther up the building's front, reaching the edge of the rooftop. Managing to block a tentacle, Spider-Man held the mechanical claw just inches from his face, the appendage's strength putting his own to the test. Knowing the snapping pincers could easily disfigure his relatively good looks, he forced himself to find the muscle to keep it away.

Unfortunately, the good doctor took advantage of his focus. A tentacle lanced forward, smacking the hero clear across the face and rendering him dazed. A second tentacle grabbed him by the shoulder and flipped him past Mary Jane, and he was sent plummeting towards the street below.

"Spider-Man!" gasped Aunt May, who had been watching the battle between the two metahumans.

As he fell downwards, Peter heard her along with everyone else who had been rooting for him to "stop the psycho." _I can't let them down_, he thought. Forcing himself to act, he loosed a web-blast, snagging a streetlamp. The strand of webbing held, allowing him to swing towards the sidewalk, missing by a mere few inches before shooting back up towards the bank rooftop.

He landed on the roof, scanning frantically for his female friend, still desperate to help her.

But he found nothing: She had escaped, vanishing to God-knew-where until she chose to show herself again.

_Damn_, Peter mentally cursed. _I couldn't help her. At least, not this time_. He sighed. _I still have to explain to Aunt May how I disappeared_.

Dejectedly, the young man swung off to change back into his civilian identity.

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AUTHOR: Hope that was half as good as the first chapter. J. Jonah Jameson will get a little reprimand for wanting scandalous photos of MJ, rest assured, but it'll be a while. As for Harry, he and Otto will show up in the next chapter, and Harry won't be acting like the drunken jerk he was in the movie, since the situation is totally different; Otto won't be drunk at all. John Jameson's little scene with Peter ought to surprise a few of you, unless you're thinking like I'm thinking you are (I'll give you a hint: I established the plotline in the last chapter, near the end). Let me know what you all think.

NEXT: Ought To Be In Pictures


	3. Soul

Lady Octopus

By Blackheart Syaoran

AUTHOR: Thanks for reviewing and sorry for the wait!

TO The Trickster: Let's assume Jameson was asking so he could get headlines, like we assume he did with the Julia-Roberts-in-a-Thong picture.

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Chapter 3: Ought To Be In Pictures

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The pier house was darker than usual, though Mary Jane was unable to tell if that was because of the latest moon phase or because of her own recent misadventure at the bank. She had barely done anything in the past two days, ever since returning from the fight with Spider-Man, feeling far too miserable to get much revenge done.

_Idiot_, she berated herself. _You used to look up to Spider-Man, even enjoyed making out with him, and what did you have to go and do? You had to pick a fight with the guy! And what was your reason for screwing up this time? Something about him not understanding Harry Osborn? Pathetic girl with pathetic reasons_.

She could admit privately that what she'd said was rather weak; it was no wonder Spider-Man refused to believe her.

**_That's not true_**, the voices inside her head soothed. **_He_** wanted **_to believe you, but had trouble accepting the facts. He'll come around in time, Mother_**.

_And in the meantime?_ Mary Jane asked, afraid to think of what would happen to her while she waited to see Peter again.

**_Sleep_**, the voices urged her. **_Sleep_**.

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The planetarium was the last place Peter Parker wanted to be, especially after his disastrous encounter with Mary Jane. And yet, here he was, raising his camera and snapping pictures of people—

_Click_.

—smiling—

_Click_.

—laughing—

_Click_.

—having fun—

_Click_.

And with each picture he took, each couple he saw, Peter felt a little bit of himself die.

"Parker, Jesus, get over here, will you?" Jameson was barking again. "Shoot my wife and the Mayor, and make sure you don't miss!"

Though he dearly wanted to get the man off his back, Peter didn't say anything about Jameson's poor choice of words, took a deep breath, and snapped off a photo.

"God, Parker, pay attention for once, will you?" the Editor-In-Chief growled.

As the older man stormed off in search of other victims, Peter heaved a sigh of relief and drifted over to the small bar. He shut the cover of his camera to make sure the lens wouldn't get scratched, and then signaled the barkeep for a drink.

"Never would have thought you the kind, Pete."

Turning in surprise, Peter found Harry Osborn on the stool next to him. The young corporate head seemed to be nursing a thin glass of wine, one that was almost empty.

"Harry? What are you doing here?"

Harry shrugged. "Company said after the accident at Octavius's lab, I need to do some good PR work. They seemed to be under the impression that I'd enjoy this event."

"You don't appear very angry," Peter pointed out.

Harry gave a short laugh. "I'm not angry, but I am bored out of my skull. What's a guy like me supposed to be doing here anyway? Watching grass grow?"

Unable to stop himself from using his ultimate superpower (pointing out the obvious), Peter told Harry, "There isn't any real grass here."

Harry gave a genuine chuckle at that, and after recovering replied, "You know, you should write a book on useless facts." He laughed at his own words, and then softened up. "I'm sorry, Pete, it's just…it's this whole mess I've gotten myself into. Octavius was supposed to help the company get back into the swing of things, and then that damned accident turned MJ into an abomination. It's a little much, you know?"

For a moment, Peter was unable to respond. "MJ isn't an abomination, Harry."

Harry gave him a strange look. "Pete, no offense, but when you've got four big metal tentacles growing out of your back, people aren't going to start handing out compliments. You should know this by now, hanging out with that damned bug of yours."

Though he felt the urge to retort, Peter suppressed it, knowing getting angry with his only other real friend would only worsen matters. Instead, he asked, "What's going to happen now that Dr. Octavius's experiment is scrapped?"

Harry sighed in exasperation. "I don't know. I have to meet with the board of directors tomorrow morning, and to make things messier, all the department heads are going to be there to try and come up with some big-wig impressing ideas to earn the company the capital we so dearly love."

"I'm sorry, Harry. For everything."

The other young man waved a hand, shaking his head as well. "It's not your fault, Pete. Sometimes I just…I just wonder if the whole universe is conspiring against me."

"That'd make a great movie," Peter deadpanned, hoping to improve the situation.

His attempt apparently worked. Harry gave a brief smile before saying, "I better get going, Pete. Try not to get tipsy, okay?"

"I won't."

The young CEO left, and Peter found himself feeling better for it. He wondered if it was because of what MJ had said, or if it was because of his own uneasiness about Harry's anger issues.

He was snapped out of his thoughts by Jameson's shouts.

"Parker, you moron, get that damned camera of yours out! My son's coming on in another minute!"

Sighing as the burdens of reality once again settled onto his shoulders, Peter did as he was told.

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The photos would come out perfectly, he had promised Jameson, and that had been enough to get the man off his back. His stomach growling, Peter moved over to the snacks table, only to watch in misery as another guest took the last treat.

_Looks like cold ravioli again_, he thought, images of his dismal apartment flashing in his mind.

Abruptly, someone clapped a hand on his shoulder, and he turned to find John Jameson eyeing him.

"You're Peter Parker?" the young American hero asked.

"That would be me, yes."

"Could I have a word with you? It's about our mutual friend, Mary Jane Watson."

A ripple on unease traveled through Peter, but he pushed it aside since his spider-sense wasn't warning him about John.

"Sure, I guess. I hope you're not going to take your anger out on me or anything, though."

John gave him a surprised expression. "Take my anger out on you?" he echoed. "Mr. Parker, I assure you that, despite my father, I hold you in high regard."

Peter blinked. "I'm sorry?"

John took a deep breath and began to explain. "Even though I'm usually in another part of the country, I speak with my father all the time, and I can assure you that he _never_, not once, lets up about Spider-Man. Of course, he mentions your connection to Spider-Man, since you're the guy's photographer."

"That still doesn't explain why you respect me."

"I respect you because I've seen the pictures you've taken and though I can't figure out _how_ you took them, the fact that you managed to snag such good shots of such a phenomenal person is proof that you've got the kind of skill that'll take you places. I respect that."

Peter didn't know how to respond to that kind of praise, so he just gave his thanks.

"Now, look, Mr. Parker—"

"You can call me Peter, everyone else does," the young informed the other.

"Thanks. Anyway, Peter, I wanted to really talk to you about our friend, Mary Jane Watson."

"Go on."

"You two have been close friends since grade school, and God forbid I try and break up that kind of relationship, but I thought it would be the right thing to tell you that Mary Jane and I were engaged."

Peter nearly dropped his camera. "I'm…what?"

"Kind of unusual, I know, seeing as how I'm hardly ever here and she's always busy with her acting career, but we are engaged, and regardless of MJ's objections, I was the one who wanted you to attend the wedding."

Peter found that he had lost his voice, and as he tried to regain it, John continued.

"I know what's been happening with MJ lately—how could I not, with all the press coverage?—and I wanted to let you know that I don't hold anything she does against her?"

Finally regaining his voice, Peter asked, "You don't?"

John shook his head. "If I had four big, metal tentacles stuck on my back, I'd go a little crazy myself. Listen, I know it seems mean of me, but I can't have you telling people MJ and I are engaged. If the press ever got wind of it, I'd be hounded constantly, and I don't want to even begin imagining what kind of crap MJ would get."

Peter nodded, understanding all too well how bad press could ruin someone.

"Can I ask you something personal?"

Though taken aback, Peter managed a positive answer.

"Do you love MJ?"

The photographer's mouth went dry as he struggled to answer John's question, half-formed words coming out in his attempts. Swallowing hard, he rasped out, "I…I don't know."

"I think you do, and I think she loves you back. She was very adamant about you not coming to the wedding, and after meeting you here tonight, I have to say that I can think of no other reason except that she genuinely cares for you. You don't argue as much as she did unless you have one hell of a good reason."

Peter was at a complete loss for words. Here was this man, telling him that he was engaged to an angel, and that the angel loved him, Peter!

As the young Parker stood there, thunderstruck, John put a hand on his shoulder and said, "I should probably let you digest all this. Hope you have a good night." He then moved off, disappearing into the crowd.

_Need some air_, Peter thought through a haze. _I have to get this all sorted out_. A minute later, he was shuffling out the front doors and onto the sidewalk, where he stopped and turned his head to the stars above, as though they could provide the help he sought. _Just give me a sign_.

Without warning, not even from his unique powers, someone bumped into Peter, ruining his moment.

"Sorry," Peter automatically apologized. "Got in the way there."

"It's all right," the man said. "It was my fault I wasn't looking—Peter!"

Peter stared at the man. "Dr. Octavius? What are you doing here?"

"There's no time to explain here!" The doctor grabbed Peter by the arm, and began pulling him down the street. "We need to talk about your friend, Miss Watson! Immediately!"

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AUHTOR: Well, Harry's been handled, and I hope you all liked the scene with John. What could Otto's plan be? Perhaps we'll find out next chapter?

NEXT: Soul


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